**Exhibit 10.14**

 

**REGISTRATIONRIGHTS AGREEMENT**

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)is entered into as of the 19th day of October, 2005, by and amongFederal Services Acquisition Corporation, a Delaware corporation (the “Company”),and the undersigned parties listed under Investors on the signaturepage hereto (each, an “Investor” and collectively, the “Investors”).

 

WHEREAS, the Investors currently hold all of theissued and outstanding securities of the Company;

 

WHEREAS, the Investors and the Company desire toenter into this Agreement to provide the Investors with certain rights relatingto the registration of shares of Common Stock held by them;

 

NOW, THEREFORE, in consideration of the mutualcovenants and agreements set forth herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

 

1.             DEFINITIONS.  The following capitalizedterms used herein have the following meanings:

 

“Agreement” means this Agreement, as amended,restated, supplemented, or otherwise modified from time to time.

 

“Commission” means the Securities andExchange Commission, or any other federal agency then administering theSecurities Act or the Exchange Act.

 

“Common Stock” means the common stock, parvalue $0.0001 per share, of the Company.

 

“Company” is defined in the preamble to thisAgreement.

 

“Demand Registration” is defined inSection 2.1.1.

 

“Demanding Holder” is defined inSection 2.1.1.

 

“Exchange Act” means the Securities ExchangeAct of 1934, as amended, and the rules and regulations of the Commissionpromulgated thereunder, all as the same shall be in effect at the time.

 

“Form S-3” is defined inSection 2.3.

 

“Indemnified Party” is defined inSection 4.3.

 

“Indemnifying Party” is defined inSection 4.3.

 

“Investor” is defined in the preamble to thisAgreement.

 

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“Investor Indemnified Party” is defined inSection 4.1.

 

“Maximum Number of Shares” is defined inSection 2.1.4.

 

“Notices” is defined in Section 6.3.

 

“Piggy-Back Registration” is defined inSection 2.2.1.

 

“Register,” “registered” and “registration”mean a registration effected by preparing and filing a registration statementor similar document in compliance with the requirements of the Securities Act,and the applicable rules and regulations promulgated thereunder, and suchregistration statement becoming effective.

 

“Registrable Securities” mean all of theshares of Common Stock owned or held by Investors.  Registrable Securitiesinclude any warrants, shares of capital stock or other securities of theCompany issued as a dividend or other distribution with respect to or inexchange for or in replacement of such shares of Common Stock.  As to anyparticular Registrable Securities, such securities shall cease to beRegistrable Securities when:  (a) a Registration Statement withrespect to the sale of such securities shall have become effective under theSecurities Act and such securities shall have been sold, transferred, disposedof or exchanged in accordance with such Registration Statement; (b) suchsecurities shall have been otherwise transferred, new certificates for them notbearing a legend restricting further transfer shall have been delivered by theCompany and subsequent public distribution of them shall not requireregistration under the Securities Act; (c) such securities shall haveceased to be outstanding, or (d) the Securities and Exchange Commissionmakes a definitive determination to the Company that the Registrable Securitiesare salable under Rule 144(k).

 

“Registration Statement” means a registrationstatement filed by the Company with the Commission in compliance with theSecurities Act and the rules and regulations promulgated thereunder for apublic offering and sale of Common Stock (other than a registration statementon Form S-4 or Form S-8, or their successors, or any registrationstatement covering only securities proposed to be issued in exchange forsecurities or assets of another entity).

 

“Release Date” means the date on which sharesof Common Stock are disbursed from escrow pursuant to Section 3 of thatcertain Stock Escrow Agreement dated as of October 19, 2005 by and among theparties hereto and Continental Stock Transfer & Trust Company.

 

“Securities Act” means the Securities Act of1933, as amended, and the rules and regulations of the Commissionpromulgated thereunder, all as the same shall be in effect at the time.

 

“Underwriter” means a securities dealer whopurchases any Registrable Securities as principal in an underwritten offeringand not as part of such dealer’s market-making activities.

 

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2.             REGISTRATION RIGHTS.

 

2.1.          Demand Registration.

 

2.1.1.       Request for Registration.  At any time and from time to time onor after the Release Date, the holders of a majority-in-interest of theRegistrable Securities held by the Investors or the transferees of theInvestors, may make a written demand for registration under the Securities Actof all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares ofRegistrable Securities proposed to be sold and the intended method(s) ofdistribution thereof.  The Company will notify all holders of RegistrableSecurities of the demand, and each holder of Registrable Securities who wishesto include all or a portion of such holder’s Registrable Securities in theDemand Registration (each such holder including shares of RegistrableSecurities in such registration, a “Demanding Holder”) shall so notifythe Company within fifteen (15) days after the receipt by the holder of thenotice from the Company.  Upon any such request, the Demanding Holdersshall be entitled to have their Registrable Securities included in the DemandRegistration, subject to Section 2.1.4 and the provisos set forth inSection 3.1.1.  The Company shall not be obligated to effect morethan an aggregate of two (2) Demand Registrations under thisSection 2.1.1 in respect of Registrable Securities.

 

2.1.2.       Effective Registration.  A registration will not count as aDemand Registration until the Registration Statement filed with the Commissionwith respect to such Demand Registration has been declared effective and theCompany has complied with all of its obligations under this Agreement withrespect thereto; provided, however, that if, after such RegistrationStatement has been declared effective, the offering of Registrable Securitiespursuant to a Demand Registration is interfered with by any stop order orinjunction of the Commission or any other governmental agency or court, theRegistration Statement with respect to such Demand Registration will be deemednot to have been declared effective, unless and until, (i) such stop orderor injunction is removed, rescinded or otherwise terminated, and (ii) amajority-in-interest of the Demanding Holders thereafter elect to continue theoffering; provided, further, that the Company shall not beobligated to file a second Registration Statement until a RegistrationStatement that has been filed is counted as a Demand Registration or isterminated.

 

2.1.3.       Underwritten Offering.  If a majority-in-interest of theDemanding Holders so elect and such holders so advise the Company as part oftheir written demand for a Demand Registration, the offering of such RegistrableSecurities pursuant to such Demand Registration shall be in the form of anunderwritten offering.  In such event, the right of any holder to includeits Registrable Securities in such registration shall be conditioned upon suchholder’s participation in such underwriting and the inclusion of such holder’sRegistrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through suchunderwriting shall enter into an underwriting agreement in customary form withthe Underwriter or Underwriters selected for such underwriting by amajority-in-interest of the holders initiating the Demand Registration.

 

2.1.4.       Reduction of Offering.  If the managing Underwriter orUnderwriters for a Demand Registration that is to be an underwritten offeringadvises the Company and the Demanding Holders in writing that the dollar amountor number of shares of Registrable

 

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Securitieswhich the Demanding Holders desire to sell, taken together with all othershares of Common Stock or other securities which the Company desires to selland the shares of Common Stock, if any, as to which registration has beenrequested pursuant to written contractual piggy-back registration rights heldby other shareholders of the Company who desire to sell, exceeds the maximumdollar amount or maximum number of shares that can be sold in such offeringwithout adversely affecting the proposed offering price, the timing, thedistribution method, or the probability of success of such offering, (suchmaximum dollar amount or maximum number of shares, as applicable, the “MaximumNumber of Shares”), then the Company shall include in such registration:(i) first, the Registrable Securities as to which Demand Registration hasbeen requested by the Demanding Holders (pro rata in accordance with thenumber of shares of Registrable Securities which such Demanding Holder hasrequested be included in such registration, regardless of the number of sharesof Registrable Securities held by each Demanding Holder) that can be soldwithout exceeding the Maximum Number of Shares; (ii) second, to the extentthat the Maximum Number of Shares has not been reached under the foregoingclause (i), the shares of Common Stock or other securities that the Companydesires to sell that can be sold without exceeding the Maximum Number ofShares; (iii) third, to the extent that the Maximum Number of Shares hasnot been reached under the foregoing clauses (i) and (ii), the shares ofCommon Stock for the account of other persons that the Company is obligated toregister pursuant to written contractual arrangements with such persons andthat can be sold without exceeding the Maximum Number of Shares; and(v) fourth, to the extent that the Maximum Number of Shares have not beenreached under the foregoing clauses (1), (ii), and (iii), the shares of CommonStock that other shareholders desire to sell that can be sold without exceedingthe Maximum Number of Shares.

 

2.1.5.       Withdrawal.  If a majority-in-interest of the Demanding Holders disapproveof the terms of any underwriting or are not entitled to include all of theirRegistrable Securities in any offering, such majority-in-interest of theDemanding Holders may elect to withdraw from such offering by giving written noticeto the Company and the Underwriter or Underwriters of their request to withdrawprior to the effectiveness of the Registration Statement filed with theCommission with respect to such Demand Registration.  If themajority-in-interest of the Demanding Holders withdraws from a proposedoffering relating to a Demand Registration, then such registration shall notcount as a Demand Registration provided for in Section 2.1.1.

 

2.2.          Piggy-Back Registration.

 

2.2.1.       Piggy-Back Rights.  If at anytime on or after the ReleaseDate the Company proposes to file a Registration Statement under the SecuritiesAct with respect to an offering of equity securities, or securities or otherobligations exercisable or exchangeable for, or convertible into, equitysecurities, by the Company for its own account or for shareholders of theCompany for their account (or by the Company and by shareholders of the Companyincluding, without limitation, pursuant to Section 2.1), other than aRegistration Statement (i) filed in connection with any employee stockoption or other benefit plan, (ii) for an exchange offer or offering ofsecurities solely to the Company’s existing shareholders, (iii) for anoffering of debt that is convertible into equity securities of the Company or(iv) for a dividend reinvestment plan, then the Company shall (x) givewritten notice of such proposed filing to the holders of Registrable Securitiesas soon as practicable but in no event less than twenty (20) days before the

 

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anticipatedfiling date, which notice shall describe the amount and type of securities tobe included in such offering, the intended method(s) of distribution, and thename of the proposed managing Underwriter or Underwriters, if any, of theoffering, and (y) offer to the holders of Registrable Securities in such noticethe opportunity to register the sale of such number of shares of RegistrableSecurities as such holders may request in writing within fifteen (15) daysfollowing receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in suchregistration and shall use its best efforts to cause the managing Underwriteror Underwriters of a proposed underwritten offering to permit the RegistrableSecurities requested to be included in a Piggy-Back Registration to be includedon the same terms and conditions as any similar securities of the Company andto permit the sale or other disposition of such Registrable Securities inaccordance with the intended method(s) of distribution thereof.  Allholders of Registrable Securities proposing to distribute their securitiesthrough a Piggy-Back Registration that involves an Underwriter or Underwritersshall enter into an underwriting agreement in customary form with the Underwriteror Underwriters selected for such Piggy-Back Registration.

 

2.2.2.       Reduction of Offering.  If the managing Underwriter orUnderwriters for a Piggy-Back Registration that is to be an underwrittenoffering advises the Company and the holders of Registrable Securities inwriting that the dollar amount or number of shares of Common Stock which theCompany desires to sell, taken together with shares of Common Stock, if any, asto which registration has been demanded pursuant to written contractualarrangements with persons other than the holders of Registrable Securitieshereunder, the Registrable Securities as to which registration has beenrequested under this Section 2.2, and the shares of Common Stock, if any,as to which registration has been requested pursuant to the written contractualpiggy-back registration rights of other shareholders of the Company, exceedsthe Maximum Number of Shares, then the Company shall include in any suchregistration:

 

(i)            If the registration is undertaken for theCompany’s account: (A) first, the shares of Common Stock or othersecurities that the Company desires to sell that can be sold without exceedingthe Maximum Number of Shares; (B) second, to the extent that the MaximumNumber of Shares has not been reached under the foregoing clause (A), theshares of Common Stock, if any, including the Registrable Securities, as towhich registration has been requested pursuant to written contractualpiggy-back registration rights of security holders (pro rata in accordance withthe number of shares of Common Stock which each such person has actuallyrequested to be included in such registration, regardless of the number ofshares of Common Stock with respect to which such persons have the right torequest such inclusion) that can be sold without exceeding the Maximum Numberof Shares; and

 

(ii)           If the registration is a “demand”registration undertaken at the demand of persons other than the holders ofRegistrable Securities pursuant to written contractual arrangements with suchpersons, (A) first, the shares of Common Stock for the account of thedemanding persons that can be sold without exceeding the Maximum Number ofShares; (B) second, to the extent that the Maximum Number of Shares hasnot been reached under the foregoing clause (A), the shares of Common Stock orother securities that the Company desires to sell that can be sold withoutexceeding the Maximum Number of Shares; and (C) third, to the extent thatthe Maximum Number of Shares has not been reached under the foregoing clauses(A) and (B), the Registrable Securities as to which registration has been

 

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requestedunder this Section 2.2 (pro rata in accordance with the number of sharesof Registrable Securities held by each such holder); and (D) fourth, tothe extent that the Maximum Number of Shares has not been reached under theforegoing clauses (A), (B) and (C), the shares of Common Stock, if any, asto which registration has been requested pursuant to written contractualpiggy-back registration rights which other shareholders desire to sell that canbe sold without exceeding the Maximum Number of Shares.

 

2.2.3.       Withdrawal.  Any holder of Registrable Securities may elect to withdraw suchholder’s request for inclusion of Registrable Securities in any Piggy-BackRegistration by giving written notice to the Company of such request towithdraw prior to the effectiveness of the Registration Statement.  TheCompany may also elect to withdraw a registration statement at any time priorto the effectiveness of the Registration Statement.  Notwithstanding anysuch withdrawal, the Company shall bear all costs and expenses incurred by theholders of Registrable Securities in connection with such Piggy-BackRegistration as provided in Section 3.3.

 

2.3.          Registrations on Form S-3.  The holders of Registrable Securitiesmay at any time and from time to time on or after the Release Date, request inwriting that the Company register the resale of any or all of such RegistrableSecurities on Form S-3 or any similar short-form registration which may beavailable at such time (“Form S-3”); provided, however,that the Company shall not be obligated to effect such request through anunderwritten offering.  Upon receipt of such written request, the Companywill promptly give written notice of the proposed registration to all otherholders of Registrable Securities, and, as soon as practicable thereafter,effect the registration of all or such portion of such holder’s or holders’Registrable Securities as are specified in such request, together with all or suchportion of the Registrable Securities of any other holder or holders joining insuch request as are specified in a written request given within fifteen (15)days after receipt of such written notice from the Company; provided, however,that the Company shall not be obligated to effect any such registrationpursuant to this Section 2.3: (i) if Form S-3 is not availablefor such offering; or (ii) if the holders of the Registrable Securities,together with the holders of any other securities of the Company entitled toinclusion in such registration, propose to sell Registrable Securities and suchother securities (if any) at any aggregate price to the public of less than$500,000.  Registrations effected pursuant to this Section 2.3 shallnot be counted as Demand Registrations effected pursuant to Section 2.1.

 

3.             REGISTRATION PROCEDURES.

 

3.1.          Filings; Information.  Whenever the Company is required toeffect the registration of any Registrable Securities pursuant toSection 2, the Company shall use its best efforts to effect theregistration and sale of such Registrable Securities in accordance with theintended method (s) of distribution thereof as expeditiously as practicable,and in connection with any such request:

 

3.1.1.       Filing Registration Statement.  The Company shall, as expeditiouslyas possible and in any event within sixty (60) days after receipt of a requestfor a Demand Registration pursuant to Section 2.1, prepare and file withthe Commission a Registration Statement on any form for which the Company thenqualifies or which counsel for the Company shall deem appropriate and whichform shall be available for the sale of all Registrable Securities

 

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tobe registered thereunder in accordance with the intended method(s) ofdistribution thereof, and shall use its best efforts to cause such RegistrationStatement to become and remain effective for the period required bySection 3.1.3; provided, however, that the Company shallhave the right to defer any Demand Registration for up to thirty (30) days, andany Piggy-Back Registration for such period as may be applicable to defermentof any demand registration to which such Piggy-Back Registration relates, ineach case if the Company shall furnish to the holders a certificate signed bythe Chief Executive Officer of the Company stating that, in the good faithjudgment of the Board of Directors of the Company, it would be materiallydetrimental to the Company and its shareholders for such Registration Statementto be effected at such time; providedfurther, however, that theCompany shall not have the right to exercise the right set forth in theimmediately preceding proviso more than once in any 365-day period in respectof a Demand Registration hereunder.

 

3.1.2        Copies.  The Company shall, prior to filing a Registration Statement orprospectus, or any amendment or supplement thereto, furnish without charge tothe holders of Registrable Securities included in such registration, and suchholders’ legal counsel, copies of such Registration Statement as proposed to befiled, each amendment and supplement to such Registration Statement (in eachcase including all exhibits thereto and documents incorporated by referencetherein), the prospectus included in such Registration Statement (includingeach preliminary prospectus), and such other documents as the holders ofRegistrable Securities included in such registration or legal counsel for anysuch holders may request in order to facilitate the disposition of theRegistrable Securities owned by such holders.

 

3.1.3.       Amendments and Supplements.  The Company shall prepare and filewith the Commission such amendments, including post-effective amendments, andsupplements to such Registration Statement and the prospectus used inconnection therewith as may be necessary to keep such Registration Statementeffective and in compliance with the provisions of the Securities Act until allRegistrable Securities and other securities covered by such RegistrationStatement have been disposed of in accordance with the intended method(s) ofdistribution set forth in such Registration Statement (which period shall notexceed the sum of one hundred eighty (180) days plus any period during whichany such disposition is interfered with by any stop order or injunction of theCommission or any governmental agency or court) or such securities have beenwithdrawn.

 

3.1.4.       Notification.  After the filing of a RegistrationStatement, the Company shall promptly, and in no event more than two,(2) business days after such filing, notify the holders of RegistrableSecurities included in such Registration Statement of such filing, and shallfurther notify such holders promptly and confirm such advice in writing in allevents within two (2) business days of the occurrence of any of the following:(i) when such Registration Statement becomes effective; (ii) when anypost-effective amendment to such Registration Statement becomes effective;(iii) the issuance or threatened issuance by the Commission of any stoporder (and the Company shall take all actions required to prevent the entry ofsuch stop order or to remove it if entered); and (iv) any request by theCommission for any amendment or supplement to such Registration Statement orany prospectus relating thereto or for additional information or of theoccurrence of an event requiring the preparation of a supplement or amendmentto such prospectus so that, as thereafter delivered to the purchasers of thesecurities covered by such Registration Statement, such prospectus will notcontain an untrue statement of a material fact or

 

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omitto state any material fact required to be stated therein or necessary to makethe statements therein not misleading, and promptly make available to theholders of Registrable Securities included in such Registration Statement anysuch supplement or amendment; except that before filing with the Commission aRegistration Statement or prospectus or any amendment or supplement thereto,including documents incorporated by reference, the Company shall furnish to theholders of Registrable Securities included in such Registration Statement andto the legal counsel for any such holders, copies of all such documentsproposed to be filed sufficiently in advance of filing to provide such holdersand legal counsel with a reasonable opportunity to review such documents andcomment thereon, and the Company shall not file any Registration Statement orprospectus or amendment or supplement thereto, including documents incorporatedby reference, to which such holders or their legal counsel shall object.

 

3.1.5.       State Securities Laws Compliance.  The Company shall use its bestefforts to (i) register or qualify the Registrable Securities covered bythe Registration Statement under such securities or “blue sky laws of suchjurisdictions in the United States as the holders of Registrable Securitiesincluded in such Registration Statement (in light of their intended plan ofdistribution) may request and (ii) take such action necessary to causesuch Registrable Securities covered by the Registration Statement to beregistered with or approved by such other Governmental Authorities as may benecessary by virtue of the business and operations of the Company and do anyand all other acts and things that may be necessary or advisable to enable the holdersof Registrable Securities included in such Registration Statement to consummatethe disposition of such Registrable Securities in such jurisdictions; provided,however, that the Company shall not be required to qualify generally todo business in any jurisdiction where it would not otherwise be required toqualify but for this paragraph (e) or subject itself to taxation in anysuch jurisdiction.

 

3.1.6.       Agreements for Disposition.  The Company shall enter intocustomary agreements (including, if applicable, an underwriting agreement incustomary form) and take such other actions as are reasonably required in orderto expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in anyunderwriting agreement which are made to or for the benefit of anyUnderwriters, to the extent applicable, shall also be made to and for thebenefit of the holders of Registrable Securities included in such registrationstatement.  No holder of Registrable Securities included in suchregistration statement shall be required to make any representations orwarranties in the underwriting agreement except as reasonably requested by theCompany and, if applicable, with respect to such holder’s organization, goodstanding, authority, title to Registrable Securities, lack of conflict of suchsale with such holder’s material agreements and organizational documents, andwith respect to written information relating to such holder that such holderhas furnished in writing expressly for inclusion in such RegistrationStatement.  Holders of Registrable Securities shall agree to suchcovenants and indemnification and contribution obligations for sellingstockholders as are customarily contained in agreements of that type. Further, such holders shall cooperate fully in the preparation of theregistration statement and other documents relating to any offering in whichthey include securities pursuant to Section 2 hereof.  Each holdershall also furnish to the Company such information regarding itself, theRegistrable Securities held by such holder, and the intended method ofdisposition of such securities as shall be reasonably required to effect theregistration of the Registrable Securities.

 

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3.1.7.       Cooperation.  The principal executive officer of the Company, the principalfinancial officer of the Company, the principal accounting officer of theCompany and all other officers and members of the management of the Companyshall cooperate fully in any offering of Registrable Securities hereunder,which cooperation shall include, without limitation, the preparation of theRegistration Statement with respect to such offering and all other offeringmaterials and related documents, and participation in meetings with Underwriters,attorneys, accountants and potential investors.

 

3.1.8.       Records.  The Company shall make available for inspection by the holdersof Registrable Securities included in such Registration Statement, anyUnderwriter participating in any disposition pursuant to such registrationstatement and any attorney, accountant or other professional retained by anyholder of Registrable Securities included in such Registration Statement or anyUnderwriter, all financial and other records, pertinent corporate documents andproperties of the Company, as shall be necessary to enable them to exercisetheir due diligence responsibility, and cause the Company’s officers, directorsand employees to supply all information requested by any of them in connectionwith such Registration Statement.

 

3.1.9.       Opinions and Comfort Letters.  The Company shall furnish to eachholder of Registrable Securities included in any Registration Statement asigned counterpart, addressed to such holder, of (i) any opinion ofcounsel to the Company delivered to any Underwriter and (ii) any comfortletter from the Company’s independent public accountants delivered to anyUnderwriter.  In the event no legal opinion is delivered to anyUnderwriter, the Company shall furnish to each holder of Registrable Securitiesincluded in such Registration Statement, at any time that such holder elects touse a prospectus, an opinion of counsel to the Company to the effect that theRegistration Statement containing such prospectus has been declared effectiveand that no stop order is in effect.

 

3.1.10.     Earnings Statement.  The Company shall comply with allapplicable rules and regulations of the Commission and the Securities Actand make available to its shareholders, as soon as practicable, an earningsstatement covering a period of twelve (12) months, beginning within three(3) months after the effective date of the registration statement, whichearnings statement shall satisfy the provisions of Section 11(a) ofthe Securities Act and Rule 158 thereunder.

 

3.1.11.     Listing.  The Company shall use its best efforts to cause all RegistrableSecurities included in any registration to be listed on such exchanges orotherwise designated for trading in the same manner as similar securitiesissued by the Company are then listed or designated or, if no such similarsecurities are then listed or designated, in a manner satisfactory to theholders of a majority of the Registrable Securities included in suchregistration.

 

3.2.          Obligation to Suspend Distribution.  Upon receipt of any notice from theCompany of the happening of any event of the kind described inSection 3.1.4(iv), or, in the case of a resale registration onForm S-3 pursuant to Section 2.3 hereof, upon any suspension by theCompany, pursuant to a written insider trading compliance program adopted bythe Company’s Board of Directors, of the ability of all “insiders” covered bysuch program to transact in the Company’s securities because of the existenceof material non-public information and such holder’s status would be as an “insider”under such program, each holder of Registrable

 

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Securitiesincluded in any registration shall immediately discontinue disposition of suchRegistrable Securities pursuant to the Registration Statement covering suchRegistrable Securities until such holder receives the supplemented or amendedprospectus contemplated by Section 3.1.4(iv) or the restriction onthe ability of “insiders” to transact in the Company’s securities is removed oris inapplicable to such holder, as applicable, and, if so directed by theCompany, each such holder will deliver to the Company all copies, other thanpermanent file copies then in such holder’s possession, of the most recentprospectus covering such Registrable Securities at the time of receipt of suchnotice.

 

3.3.          Registration Expenses.  The Company shall bear all costs andexpenses incurred in connection with any Demand Registration pursuant toSection 2.1, any Piggy-Back Registration pursuant to Section 2.2, andany registration on Form S-3 effected pursuant to Section 2.3, andall expenses incurred in performing or complying with its other obligationsunder this Agreement, whether or not the Registration Statement becomeseffective, including, without limitation; (i) all registration and filingfees; (ii) fees and expenses of compliance with securities or “blue sky”laws (including fees and disbursements of counsel in connection with blue skyqualifications of the Registrable Securities); (iii) printing expenses;(iv) the Company’s internal expenses (including, without limitation, allsalaries and expenses of its officers and employees); (v) the fees andexpenses incurred in connection with the listing of the Registrable Securitiesas required by Section 3.1.11; (vi) National Association ofSecurities Dealers, Inc. fees; (vii) fees and disbursements ofcounsel for the Company and fees and expenses for independent certified publicaccountants retained by the Company (including the expenses or costs associatedwith the delivery of any opinions or comfort letters requested pursuant toSection 3.1.9); (viii) the fees and expenses of any special expertsretained by the Company in connection with such registration and (ix) thefees and expenses of one legal counsel selected by the holders of a majority-in-interestof the Registrable Securities included in such registration.  The Companyshall have no obligation to pay any underwriting discounts or sellingcommissions or transfer taxes, if any, attributable to the RegistrableSecurities being sold by the holders thereof, which underwriting discounts orselling commissions or transfer taxes, if any, shall be borne by suchholders.  Additionally, in an underwritten offering, all sellingshareholders and the Company shall bear the expenses of the underwriter prorata in proportion to the respective amount of shares each is selling in suchoffering.

 

3.4.          Information.  The holders of Registrable Securities shall provide suchinformation as may reasonably be requested by the Company, or the managingUnderwriter, if any, in connection with the preparation of any RegistrationStatement, including amendments and supplements thereto, in order to effect theregistration of any Registrable Securities under the Securities Act pursuant toSection 2 and in connection with the Company’s obligation to comply withfederal and applicable state securities laws.

 

4.             INDEMNIFICATION AND CONTRIBUTION.

 

4.1.          Indemnification by the Company.  The Company agrees to indemnify andhold harmless each Investor and each other holder of Registrable Securities,and each of their respective officers, employees, affiliates, directors,partners, members and agents, and each person, if any, who controls an Investorand each other holder of Registrable Securities (within the meaning ofSection 15 of the Securities Act or Section 20 of the Exchange Act)(each, an

 

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“InvestorIndemnified Party”), from and against any expenses, losses, judgments,claims, damages or liabilities, whether joint or several, arising out of orbased upon any untrue statement (or allegedly untrue statement) of a materialfact contained in any Registration Statement under which the sale of suchRegistrable Securities was registered under the Securities Act, any preliminaryprospectus, final prospectus or summary prospectus contained in theRegistration Statement, or any amendment or supplement to such RegistrationStatement, or arising out of or based upon any omission (or alleged omission)to state a material fact required to be stated therein or necessary to make thestatements therein not misleading, or any violation by the Company of theSecurities Act or any rule or regulation promulgated thereunder applicableto the Company and relating to action or inaction required of the Company inconnection with any such registration; and the Company shall promptly reimbursethe Investor Indemnified Party for any legal and any other expenses reasonablyincurred by such Investor Indemnified Party in connection with investigatingand defending any such expense, loss, judgment, claim, damage, liability oraction; provided, however, that the Company will not be liable inany such case to the extent that any such expense, loss, claim, damage orliability arises out of or is based upon any untrue statement or allegedlyuntrue statement or omission or alleged omission made in such RegistrationStatement, preliminary prospectus, final prospectus, or summary prospectus, orany such amendment or supplement, in reliance upon and in conformity withinformation furnished to the Company, in writing, by such selling holderexpressly for use therein.  The Company also shall indemnify anyUnderwriter of the Registrable Securities, their officers, affiliates,directors, partners, members and agents and each person who controls suchUnderwriter on substantially the same basis as that of the indemnificationprovided above in this Section 4.1.

 

4.2.          Indemnification by Holders of RegistrableSecurities.  Eachselling holder of Registrable Securities will, in the event that anyregistration is being effected under the Securities Act pursuant to thisAgreement of any Registrable Securities held by such selling holder, indemnifyand hold harmless the Company, each of its directors and officers and eachunderwriter (if any), and each other person, if any, who controls such sellingholder or such underwriter within the meaning of the Securities Act, againstany losses, claims, judgments, damages or liabilities, whether joint orseveral, insofar as such losses, claims, judgments, damages or liabilities (oractions in respect thereof) arise out of or are based upon any untrue statementor allegedly untrue statement of a material fact contained in any RegistrationStatement under which the sale of such Registrable Securities was registeredunder the Securities Act, any preliminary prospectus, final prospectus orsummary prospectus contained in the Registration Statement, or any amendment orsupplement to the Registration Statement, or arise out of or are based upon anyomission or the alleged omission to state a material fact required to be statedtherein or necessary to make the statement therein not misleading, if thestatement or omission was made in reliance upon and in conformity withinformation furnished in writing to the Company by such selling holderexpressly for use therein, and shall reimburse the Company, its directors andofficers, and each such controlling person for any legal or other expensesreasonably incurred by any of them in connection with investigation ordefending any such loss, claim, damage, liability or action.  Each sellingholder’s indemnification obligations hereunder shall be several and not jointand shall be limited to the amount of any net proceeds (after payment of allunderwriting fees, discounts, commissions and taxes) actually received by suchselling holder from the sale of Registrable Securities which gave rise to suchindemnification obligation.

 

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4.3.          Conduct of Indemnification Proceedings.  Promptly after receipt by any personof any notice of any loss, claim, damage or liability or any action in respectof which indemnity may be sought pursuant to Section 4.1 or 4.2, suchperson (the “Indemnified Party”) shall, if a claim in respect thereof isto be made against any other person for indemnification hereunder, notify suchother person (the “Indemnifying Party”) in writing of the loss, claim,judgment, damage, liability or action; provided, however, thatthe failure by the Indemnified Party to notify the Indemnifying Party shall notrelieve the Indemnifying Party from any liability which the Indemnifying Partymay have to such indemnified Party hereunder, except and solely to the extentthe Indemnifying Party is actually prejudiced by such failure.  If theIndemnified Party is seeking indemnification with respect to any claim or actionbrought against the Indemnified Party, then the Indemnifying Party shall beentitled to participate in such claim or action, and, to the extent that itwishes, jointly with all other Indemnifying Parties, to assume control of thedefense thereof with counsel reasonably satisfactory to the IndemnifiedParty.  After notice from the Indemnifying Party to the Indemnified Partyof its election to assume control of the defense of such claim or action, theIndemnifying Party shall not be liable to the Indemnified Party for any legalor other expenses subsequently incurred by the Indemnified Party in connectionwith the defense thereof other than reasonable costs of investigation; provided,however, that in any action in which both the Indemnified Party and theIndemnifying Party are named as defendants, the Indemnified Party shall havethe right to employ separate counsel (but no more than one such separatecounsel) to represent the Indemnified Party and its controlling persons who maybe subject to liability arising out of any claim in respect of which indemnitymay be sought by the Indemnified Party against the Indemnifying Party, with thefees and expenses of such counsel to be paid by such Indemnifying Party if,based upon the written opinion of counsel of such Indemnified Party,representation of both parties by the same counsel would be inappropriate dueto actual or potential differing interests between them.  No IndemnifyingParty shall, without the prior written consent of the Indemnified Party,consent to entry of judgment or effect any settlement of any claim or pendingor threatened proceeding in respect of which the Indemnified Party is or couldhave been a party and indemnity could have been sought hereunder by suchIndemnified Party, unless such judgment or settlement includes an unconditionalrelease of such Indemnified Party from all liability arising out of such claimor proceeding.

 

4.4.          Contribution.

 

4.4.1.       If the indemnification provided for in theforegoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party inrespect of any loss, claim, damage, liability or action referred to herein,then each such Indemnifying Party, in lieu of indemnifying such IndemnifiedParty, shall contribute to the amount paid or payable by such Indemnified Partyas a result of such loss, claim, damage, liability or action in such proportionas is appropriate to reflect the relative fault of the Indemnified Parties andthe Indemnifying Parties in connection with the actions or omissions whichresulted in such loss, claim, damage, liability or action, as well as any otherrelevant equitable considerations.  The relative fault of any IndemnifiedParty and any Indemnifying Party shall be determined by reference to, amongother things, whether the untrue or alleged untrue statement of a material factor the omission or alleged omission to state a material fact relates toinformation supplied by such Indemnified Party or such Indemnifying Party andthe parties’ relative intent, knowledge, access to information and opportunityto correct or prevent such statement or omission.

 

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4.4.2.       The parties hereto agree that it would not bejust and equitable if contribution pursuant to this Section 4.4 weredetermined by pro rata allocation or by any other method of allocation whichdoes not take account of the equitable considerations referred to in theimmediately preceding Section 4.4.1.  The amount paid or payable byan Indemnified Party as a result of any loss, claim, damage, liability oraction referred to in the immediately preceding paragraph shall be deemed toinclude, subject to the limitations set forth above, any legal or otherexpenses incurred by such Indemnified Party in connection with investigating ordefending any such action or claim.  Notwithstanding the provisions ofthis Section 4.4, no holder of Registrable Securities shall be required tocontribute any amount in excess of the dollar amount of the net proceeds (afterpayment of all underwriting fees, discounts, commissions and taxes) actuallyreceived by such holder from the sale of Registrable Securities which gave riseto such contribution obligation.  No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any person who was notguilty of such fraudulent misrepresentation.

 

5.             UNDERWRITING AND DISTRIBUTION.

 

5.1.          Rule 144.  The Company covenants that it shallfile any reports required to be filed by it under the Securities Act and theExchange Act and shall take such further action as the holders of RegistrableSecurities may reasonably request, all to the extent required from time to timeto enable such holders to sell Registrable Securities without registrationunder the Securities Act within the limitation of the exemptions provided byRule 144 under the Securities Act, as such Rules may be amended fromtime to time, or any similar Rule or regulation hereafter adopted by theCommission.

 

6.             MISCELLANEOUS.

 

6.1.          Other Registration Rights.  The Company represents and warrantsthat no person, other than a holder of the Registrable Securities, has anyright to require the Company to register any shares of the Company’s capitalstock for sale or to include shares of the Company’s capital stock in anyregistration filed by the Company for the sale of shares of capital stock forits own account or for the account of any other person.

 

6.2.          Assignment; No Third Party Beneficiaries.  This Agreement and the rights, dutiesand obligations of the Company hereunder may not be assigned or delegated bythe Company in whole or in part.  This Agreement and the rights, dutiesand obligations of the holders of Registrable Securities hereunder may befreely assigned or delegated by such holder of Registrable Securities inconjunction with and to the extent of any transfer of Registrable Securities byany such holder.  This Agreement and the provisions hereof shall bebinding upon and shall inure to the benefit of each of the parties and theirrespective successors and the permitted assigns of the Investor or holder ofRegistrable Securities or of any assignee of the Investor or holder ofRegistrable Securities.  This Agreement is not intended to confer anyrights or benefits on any persons that are not party hereto other than asexpressly set forth in Article 4 and this Section 6.2.

 

6.3.          Notices.  All notices, demands, requests, consents, approvals or othercommunications (collectively, “Notices”) required or permitted to be givenhereunder or which

 

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aregiven with respect to this Agreement shall be in writing and shall bepersonally served, delivered by reputable air courier service with chargesprepaid, or transmitted by hand delivery, telegram, telex or facsimile,addressed as set forth below, or to such other address as such party shall havespecified most recently by written notice.  Notice shall be deemed givenon the date of service or transmission if personally served or transmitted bytelegram, telex or facsimile, provided, that if such service or transmission isnot on a business day or is after normal business hours, then such notice shallbe deemed given on the next business day.  Notice otherwise sent asprovided herein shall be deemed given on the next business day following timelydelivery of such notice to a reputable air courier service with an order fornext-day delivery.

 

Tothe Company:

 

FederalServices Acquisition Corporation900 Third Avenue, 33rd FloorNew York, New York  10022Attention:  Chairman

 

witha copy to:

 

DechertLLP30 Rockefeller PlazaNew York, New York  10112Attention:  Gerald Adler, Esq.

 

Toan Investor, to:

 

theaddresses listed on Exhibit A hereto

 

6.4.          Severability.  This Agreement shall be deemedseverable, and the invalidity or unenforceability of any term or provisionhereof shall not affect the validity or enforceability of this Agreement or ofany other term or provision hereof.  Furthermore, in lieu of any suchinvalid or unenforceable term or provision, the parties hereto intend thatthere shall be added as a part of this Agreement a provision as similar interms to such invalid or unenforceable provision as may be possible and bevalid and enforceable.

 

6.5.          Counterparts.  This Agreement may be executed inmultiple counterparts, each of which shall be deemed an original, and all ofwhich taken together shall constitute one and the same instrument.

 

6.6.          Entire Agreement.  This Agreement (including allagreements entered into pursuant hereto and all certificates and instrumentsdelivered pursuant hereto and thereto) constitute the entire agreement of theparties with respect to the subject matter hereof and supersede all prior andcontemporaneous agreements, representations, understandings, negotiations anddiscussions between the parties, whether oral or written.

 

6.7.          Modifications and Amendments.  No amendment modification ortermination of this Agreement shall be binding upon any party unless executedin writing by such party,

 

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6.8.          Titles and Headings.  Titles and headings of sections ofthis Agreement are for convenience only and shall not affect the constructionof any provision of this Agreement.

 

6.9.          Waivers and Extensions.  Any party to this Agreement may waiveany right, breach or default which such party has the right to waive, providedthat such waiver will not be effective against the waiving party unless it isin writing, is signed by such party, and specifically refers to thisAgreement.  Waivers may be made in advance or after the right waived hasarisen or the breach or default waived has occurred.  Any waiver may be conditionalNo waiver of any breach of any agreement or provision herein contained shall bedeemed a waiver of any preceding or succeeding breach thereof nor of any otheragreement or provision herein contained.  No waiver or extension of timefor performance of any obligations or acts shall be deemed a waiver orextension of the time for performance of any other obligations or acts.

 

6.10.        Remedies Cumulative.  In the event that the Company failsto observe or perform any covenant or agreement to be observed or performedunder this Agreement, the Investor or any other holder of RegistrableSecurities may proceed to protect and enforce its rights by suit in equity oraction at law, whether for specific performance of any term contained in thisAgreement or for an injunction against the breach of any such term or in aid ofthe exercise of any power granted in this Agreement or to enforce any otherlegal or equitable right, or to take any one or more of such actions, withoutbeing required to post a bond.  None of the rights, powers or remediesconferred under this Agreement shall be mutually exclusive, and each suchright, power or remedy shall be cumulative and in addition to any other right,power or remedy, whether conferred by this Agreement or now or hereafteravailable at law, in equity, by statute or otherwise.

 

6.11.        Governing Law.  This Agreement shall be governed by,interpreted under, and construed in accordance with the internal laws of theState of Delaware applicable to agreements made and to be performed within theState of Delaware, without giving effect to any choice-of-law provisionsthereof that would compel the application of the substantive laws of any otherjurisdiction.

 

6.12.        Waiver of Trial by Jury.  Each party hereby irrevocably andunconditionally waives the right to a trial by jury in any action, suit,counterclaim or other proceeding (whether based on contract, tort or otherwise)arising out of, connected with or relating to this Agreement, the transactionscontemplated hereby, or the actions of the Investor in the negotiation,administration, performance or enforcement hereof.

 

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IN WITNESS WHEREOF, the parties have caused thisRegistration Rights Agreement to be executed and delivered by their duly authorizedrepresentatives as of the date first written above.

 
|   | FEDERAL  SERVICES ACQUISITION                       |               |
|--------|-----------------------------------------------------|--------------------|
|   | CORPORATION                                         |               |
|   | A  Delaware Corporation                             |               |
|   |                                                |
|   |                                                |
|   | By:                                                 | /s/  JOEL R. JACKS |   |
|   | Name:  Joel R. Jacks                                |
|   | Title:  Chairman and Chief Executive Officer        |               |
|   |                                                |               |
|   |                                                |               |
|   | INVESTORS:                                          |               |
|   |                                                |               |
|   |                                                |               |
|   | FSAC  PARTNERS, LLC                                 |               |
|   |                                                |               |
|   |                                                |
|   | /s/  JOEL R. JACKS                                  |               |
|   | By:  Joel R. Jacks, on behalf of FSAC Partners, LLC |
|   | Title:  Class A Member                              |               |
|   |                                                |               |
|   |                                                |               |
|   | /s/  JOEL R. JACKS                                  |               |
|   | Joel  R. Jacks                                      |               |
|   |                                                |               |
|   |                                                |               |
|   | /s/  PETER M. SCHULTE                               |               |
|   | Peter  M. Schulte                                   |               |
|   |                                                |               |
|   |                                                |               |
|   | /s/  EDWARD H. BERSOFF                              |               |
|   | Edward  L. Bersoff                                  |               |
|   |                                                |               |
|   |                                                |               |
|   | /s/  ARTHUR L. MONEY                                |               |
|   | Arthur  M. Money                                    |               |
|        |                                                     |                    |  |  |  |  |

 

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